Terms & Conditions
These Terms of Service (the “Terms”) form a binding agreement between you (“you” or “Customer”) and McGrath Method, LLC, a Washington limited liability company, doing business as Think About Thinking (“TaT”, “We”, “Us” or “Company”). Please carefully read the Terms before registering an account or using the Services (defined below). BY USING THE SERVICES YOU AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY FOUND AT https://www.thinkaboutthinking.com/privacy-policy (the “Privacy Policy”), WHICH IS INCORPORATED HEREIN AND FORMS PART OF THE AGREEMENT.
In order to use the Services, you must first agree to these Terms. If you are registering for or using the Services on behalf of an organization or Collective Group (defined below), you are agreeing to these Terms for that organization and promising that you have the authority to bind that organization to these Terms. In that case, "you" and "your" will also refer to that organization, wherever possible. IF YOU SIGN UP FOR THE SERVICES USING AN EMAIL ADDRESS FROM YOUR EMPLOYER OR ANOTHER ORGANIZATION, THEN (A) YOU WILL BE DEEMED AUTHORIZED TO REPRESENT THE ORGANIZATION, AND (B) YOUR ACCEPTANCE OF THESE TERMS WILL BIND THE ORGANIZATION TO THESE TERMS. EACH MEMBER OF A COLLECTIVE GROUP MUST INDIVIDUALLY AGREE TO THESE TERMS FOR HIS/HER/THEIR OWN ACCOUNT BEFORE USING THE SERVICES.
These TERMS may be updated by us from time to time without notice. You can review the most current version of the TERMS at any time at: https://www.thinkaboutthinking.com/terms-and-conditions. The TERMS govern your access to and use of any Think about thinking website and your use or attempted use of THE services.
Your Use of the SERVICES shall be deemed to constitute your consent to be bound by THESE TERMS and shall be enforceable in the same way as if you had signed THE Agreement. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, PLEASE DO NOT USE THE WEBSITE AND DO NOT USE ANY OF THE SERVICES.
ARBITRATION NOTICE. EXCEPT FOR CERTAIN KINDS OF DISPUTES DESCRIBED IN SECTION 12.6, CUSTOMER AGREES THAT DISPUTES ARISING UNDER THESE TERMS WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND BY ACCEPTING THE TERMS, CUSTOMER AND COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. CUSTOMER AGREES TO GIVE UP ITS RIGHT TO GO TO COURT TO ASSERT OR DEFEND ITS RIGHTS UNDER THESE TERMS (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT). CUSTOMER’S RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY.
These Terms are effective as of the date you first click “Agree” (or similar button or checkbox) or first use or access the Services, whichever is earlier (the “Effective Date”). These Terms do not have to be signed in order to be binding.
1. DEFINITIONS
1.1 “Authorized User” means you or any of a Customer’s employees, contractors or clients, in each case who are authorized to use the Services on Customer’s behalf.
1.2 “Collective Group” means a group of 10 or more individuals with a commonality between them (e.g., club members, agricultural workers, firefighters, caregivers, dentists, teachers, church groups, etc.).
1.3 “Customer Content” means any content uploaded by Customer to the Site, including photos, video, images, data, text, and other types of works.
1.4 “Professional Services” means live facilitated sessions and trainings provided by TaT Facilitators via the Site
1.5 “Services” means providing the Think About Thinking website and the TaT Content and other materials provided through the Site.
1.6 “Site” means the Internet website where the Think About Thinking Content is hosted and provided.
1.7 “TaT Content” means videos, pictures, images, charts, curricula, guides, text, and other works provided to Customer via the Site.
1.8 “TaT Facilitator” means certified individuals that provide Professional Services to Customers via the Site.
1.9 “Support Services” means technical support services provided by us to assist Customers in accessing the Site and TaT Content.
2. SERVICES
2.1 Services. Subject to Customer’s ongoing compliance with these Terms and payment of the applicable subscription fees, we hereby grant to Customer a limited, non-exclusive, non-transferable, non-sub-licensable right during the applicable Subscription Term to allow:
2.1.1 Mental health professionals to access the Services, Professional Services and TaT Content via the Site and to use and share TaT Content with their patients.
2.1.2 Authorized Users to access and use the Services, Professional Services and TaT Content via the Site solely for their own educational purposes.
2.2 Authorized Users. Customer is responsible for: (a) identifying and authenticating all Authorized Users, (b) maintaining the confidentiality of usernames, passwords and account information, and (c) all activities that occur under its and its Authorized Users’ usernames, passwords or accounts as a result of Customer’s or the Authorized Users’ access to the Services. Customer must not allow any child under the age of 13 to use the Services or any part of them. For Authorized Users that are minors (under age 18 or, in some countries under age 16), Customer must ensure that the child’s parents have consented to the Terms of Service and this Privacy Policy prior to allowing the child to use the Services. We are not responsible for any harm caused by Customer’s Authorized Users. Customer will notify us immediately of any unauthorized use. Customer is solely responsible for ensuring compliance with these Terms by its Authorized Users and any breach of these Terms by an Authorized User will be deemed a breach by Customer.
2.3 Restrictions. Customer shall not (and will ensure its Authorized Users do not), directly or indirectly, and shall not authorize any third party to, (i) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code of, reconstruct, or discover any hidden elements of the Services (except to the extent expressly permitted by applicable law); (ii) translate, adapt, or modify the Services, the TaT Content, or any portion of any of the foregoing; (iii) write or develop any program based upon the Services, TaT Content, or any portion thereof, or otherwise use the Services in an manner for the purpose of developing products or services that compete with the Services; (iv) sell, sublicense, transfer, assign, lease, rent, distribute, or grant a security interest in the Services or any rights thereto; (v) use the Services for the benefit of, or allow access to the Services by, unauthorized persons; (vi) transmit unlawful, infringing or harmful data or code to or from the Services; (vii) alter or remove any trademarks or proprietary notices contained in the Services; (viii) circumvent or otherwise interfere with any authentication or security measures of the Services, or otherwise interfere with or disrupt the integrity or performance thereof; (ix) use the Services in a manner that violates these Terms, any third party rights or any applicable laws, rules or regulations; or (x) otherwise use the Services or any TaT Content (as defined below) except as expressly permitted hereunder. We may, but are under no obligation to, monitor Customer’s use of the Services. We may suspend Customer or any of its Authorized User’s access to the Services for any period during which Customer or its Authorized User(s) is, or we have a reasonable basis for alleging Customer is, in noncompliance with this Section.
2.4 Third-Party Components. Customer is solely responsible for obtaining all third-party hardware, software, and connectivity necessary to access and use the Site and Services (“Third-Party Components”), and we will have no maintenance, support, warranty, or other obligations or liability regarding such Third-Party Components, whether or not we have provided specifications for such Third-Party Components. In particular, Customer acknowledges that a high-speed Internet connection is required at all times in order for the Services to operate properly.
2.5 Third-Party Components. Customer is solely responsible for obtaining all third-party hardware, software, and connectivity necessary to access and use the Site and Services (“Third-Party Components”), and we will have no maintenance, support, warranty, or other obligations or liability regarding such Third-Party Components, whether or not we have provided specifications for such Third-Party Components. In particular, Customer acknowledges that a high-speed Internet connection is required at all times in order for the Services to operate properly
3. PROFESSIONAL SERVICES
3.1 Professional Services. We will use commercially reasonable efforts to perform the Professional Services as scheduled via the Site. Customer will reasonably cooperate with TaT Facilitators to accommodate provision of Professional Services. This cooperation will include, without limitation, (i) performing any tasks reasonably necessary for us to provide the Professional Services and (ii) responding to the TaT Facilitator’s reasonable requests for information related to Professional Services in a timely manner.
3.2 Support Services. Subject to Customer’s ongoing compliance with the terms of these Terms (including timely payment of all applicable fees), Company agrees to (a) provide reasonable technical support to Customer, by email or telephone, during Company’s normal business hours of 9am-5pm PST, excluding US holidays; and (b) use commercially reasonable efforts to respond to support requests in a timely manner, and to resolve such issues by providing updates and/or workarounds to Customer, consistent with the severity of the issues identified in such requests and their impact on Customer’s business operations, in Company’s reasonable discretion.
4. CUSTOMER DATA AND CONTENT
4.1 Customer Data. Any non-public data submitted by Customer or otherwise made available to Company via the Services is “Customer Data.” However, Customer Data does not include any information that is data independently derived by Company through analysis of the Customer Data or Usage Data (as defined below), to the extent such derived data does not itself contain Customer Data. Company will implement commercially reasonable measures to secure the Site against unauthorized access to or alteration of Customer Data; provided that Customer is solely responsible for maintaining the security and operability of its systems and devices used to access the Services and ensuring timely transmission of, and the accuracy, quality, integrity, and reliability of, all Customer Data.
4.2 Customer Data License. Customer hereby grants to Company a worldwide, irrevocable, perpetual, royalty-free license (i) to use all Customer Data and other data made available to Company or transmitted through the Services by or on behalf of Customer to perform Company’s obligations hereunder; and (ii) to use any non-personally identifiable information related to Customer’s use of the Services (“Usage Data”) to improve Company’s products and services. Customer will (a) obtain all permissions or approvals from each Authorized User as necessary for Customer to provide Customer Data to Company, and (b) comply with all laws applicable to Customer’s provision of Customer Data.
4.3 Customer Content. By providing Customer Content to or via the Site, Customer grants Company a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute the Customer Content, in whole or in part, to Authorized Users of the Services including via the Site.
5. FEES; PAYMENT
5.1 Fees. By using the Services, you are expressly agree to pay the subscription fees and any other charges you incur in connection with your use of the Services (the “Fees”), which may include, without limitation, subscription fees, license fees, professional services fees, and support fees. All Fees are non-refundable.
5.2 Authorization. Customer authorizes Company or its third-party payment processors to charge all sums for Services, including all applicable taxes, to the payment method specified in Customer’s account. Company or its third-party payment processors may seek pre-authorization of Customer’s credit card account prior to Customer’s purchase to verify that the credit card is valid and has the necessary funds or credit available to cover Customer’s purchase.
5.3 Payment Terms. Fees are due on a periodic basis specified in the applicable Order Form. Customer authorizes Company or its third-party payment processor to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or Customer’s account, all Fees on or before the payment due date for those Fees. Customer must cancel Customer’s subscription before it renews in order to avoid billing of the next periodic Fee to Customer’s account. Customer may cancel its subscription by logging into their account, going to the payment area, and clicking “Cancel Subscription” or by contacting us at info@thinkaboutthinking.com
6. TERM AND TERMINATION
6.1 Term. These Terms will begin on the Effective Date and will continue for the initial subscription term indicated on the Site. Subscription terms will automatically renew for immediately successive terms of the same length (each such term, collectively and individually, the “Subscription Term”), unless either party cancels such subscription by providing written notice at least 30 days prior to the expiration of the applicable Subscription Term.
6.2 Termination by Company. Company may without prior notice immediately terminate Customer’s account and access to the Services. For illustrative purposes only, the situations in which Company might terminate Customer’s account and access to the Services shall include, but not be limited to: (a) breaches or violations of these Terms or other incorporated agreements or guidelines; (b) requests by law enforcement or other government agencies; (c) a request by Customer (self-initiated account deletions); (d) discontinuance or material modification to the Services (or any part thereof); (e) unexpected technical or security issues or problems; (f) extended periods of inactivity; (g) engagement by Customer in fraudulent or illegal activities; and/or (h) nonpayment of any Fees owed by Customer in connection with its subscription. Further, you agree that all terminations for cause shall be made in our sole and absolute discretion and that we shall not be liable to Customer or any third party for any termination of the account, or access to the Services.
6.3 Termination for Convenience. Customer may terminate these Terms at any time by providing notice to Company at info@thinkaboutthinking.com. The effective date of any termination, whether by Customer or Company, for cause or otherwise, will be the end of the then-current Subscription Term, and Customer’s obligation to pay the Fees for the entire Subscription Term shall remain in full force and effect with no right to a refund for any pre-paid Fees.
6.4 Effect of Termination. Upon the effective date of expiration or termination of these Terms for any reason: (i) the licenses granted to Customer in Sections 2.1 and 2.2 will automatically terminate; (ii) Customer must and shall ensure that all Authorized Users immediately cease use of the Services and delete any copies of TaT Content within its possession or control and certify in writing the same has been completed; (iii) all outstanding payment obligations of Customer will become due and payable immediately; (iv) each party will promptly return or destroy any Confidential Information of the other party then in its possession or control. We shall have no liability to Customer, any Authorized User, or any third party in connection with the loss of, or inability to access or recover such data after the termination or expiration of Customer’s account. The following provisions will survive the expiration or termination of these Terms for any reason: Sections 1, 2.3, 2.4, 5 (with respect to Fees due), 6.4, and 7 through 12.
7. CONFIDENTIALITY
7.1 Definition. “Confidential Information” means all nonpublic information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Without limiting the foregoing, the TaT Content, Company IP (as defined in Section 8.1) and Usage Data (as defined in Section 4.2) are Company’s Confidential Information. However, Confidential Information will not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
7.2 Use; Maintenance. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care). In addition, (i) the Receiving Party will only use Confidential Information of the Disclosing Party to perform its obligations or exercise its rights under these Terms; and (ii) except as otherwise authorized by the Disclosing Party expressly in writing, the Receiving Party will limit access to Confidential Information of the Disclosing Party to those of its employees and agents who need such access to perform obligations under these Terms and who are bound by confidentiality obligations substantially similar to those set forth in these Terms. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior written notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
8. PROPRIETARY RIGHTS; FEEDBACK
8.1 Reservation of Rights. Company owns and retains all rights, title and interest, including all intellectual property rights, in and to (i) the Services, the TaT Content, and Company’s Confidential Information; (ii) all trademarks, service marks, logos and other brand indicia; and (iii) the Usage Data (“Company IP”). Other than as expressly set forth in these Terms, no license or other rights in or to the Company IP are granted to Customer, and all such rights are expressly reserved by Company. Without limiting the foregoing, if Company performs any Professional Services under these Terms, Company will own and retain all right, title and interest, including all intellectual property rights, in and to any work product or deliverables developed in connection with such Professional Services, all such work product or deliverables will be included in the definition of Company IP.
8.2 Customer Ownership. As between the parties, Customer owns Customer Content and Customer Data.
8.3 Feedback. If Customer or any Authorized User provides comments, suggestions, ideas, or other information or materials regarding the Services (“Feedback”) to Company, Company may use, modify, and incorporate such Feedback for any lawful purpose, including to improve or enhance the Services or its other products and services, and Customer hereby grants to Company a non-exclusive, perpetual, irrevocable, transferable, sub-licensable, worldwide and royalty-free license to use, reproduce, disclose, sublicense, distribute, modify, and otherwise exploit such Feedback without restriction and without any obligation to provide attribution or compensation to Customer.
9. REPRESENTATIONS AND WARRANTIES
9.1 Mutual. Each party represents and warrants to the other party: (a) it is duly organized, validly existing, and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization; (b) these Terms constitute a valid, binding, and enforceable obligation upon it; and (c) it has the full right, power, and authority to enter into and perform its obligations under these Terms.
9.2 By Customer. Customer represents, warrants and covenants to Company that (a) Customer owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Data and Customer Content so that, as received by Company and used in accordance with these Terms, it does not and will not infringe, misappropriate, or otherwise violate any intellectual property rights or privacy rights of any third party or violate any applicable laws; (b) Customer will provide all required notices and obtain all required consents from Authorized Users to allow Company to provide such Authorized Users with the Services, including without limitation with respect to electronic communication regulations. Customer agrees and acknowledges that it is solely responsible for the Customer Content and the consequences of providing Customer Content via the Service, including the accuracy integrity and legality thereof.
10. INDEMNIFICATION
Except and to the extent restricted by applicable law, Customer will defend, or at its option, settle any third-party claim brought against Company or its affiliates or their shareholders, directors, officers, employees or agents: (i) alleging that the use by or on behalf of Company of the Customer Data or Customer Content infringes or misappropriates any third party’s rights or violates any laws; (ii) arising out of any alleged breach of these Terms by Customer or any Authorized User of the Services; or (iii) arising from Customer or any Authorized User’s violation of any applicable laws. Customer will pay all damages finally awarded against Company (or the amount of any settlement Customer enters into) with respect to such claim defended by Customer. Company agrees to provide Customer with (i) prompt written notice of; (ii) sole control over the defense and settlement of; and (iii) all information and assistance reasonably requested by Customer in connection with the defense or settlement of, any such claim. Company may appear in connection with such claims, at its own expense, through counsel reasonably acceptable to Customer.
11. DISCLAIMER; LIMITATION OF LIABILITY
11.1 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS COMPANY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, OPERABILITY, USE, LOSS OF DATA, ACCURACY OF RESULTS, OR OTHERWISE ARISING FROM A COURSE OF DEALING OR RELIANCE. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, THAT THE SERVICES WILL BE COMPATIBLE WITH ANY PARTICULAR DEVICE, THAT ANY DATA PROVIDED BY COMPANY THROUGH THE SERVICE WILL BE ACCURATE, OR THAT ITS SECURITY MEASURES WILL BE SUFFICIENT TO PREVENT THIRD PARTY ACCESS TO CUSTOMER DATA OR CUSTOMER’S DEVICES. COMPANY SPECIFICALLY DISCLAIMS ALL RESPONSIBILITY FOR ANY THIRD-PARTY COMPONENTS, PRODUCTS, OR SERVICES PROVIDED WITH THE COMPANY SERVICES AND FOR THE AVAILABILITY OR CUSTOMER’S USE OF ANY DATA OR INFORMATION STORED ON THE SERVICE.
11.2 Limitation of Liability. IN NO EVENT WILL COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, TREBLE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, DATA, OR ECONOMIC ADVANTAGE, AND COSTS OF SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF OR RELATING TO THESE TERMS, HOWEVER CAUSED, AND BASED ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY’S TOTAL LIABILITY IN CONTRACT OR TORT ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID BY CUSTOMER DURING THE 12-MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY.
12. GENERAL PROVISIONS
12.1 Force Majeure; Delays. Except for the obligation to pay money, neither party will be liable for any failure or delay in its performance under these Terms due to any cause beyond its reasonable control, including without limitation an act of war, terrorism, act of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, epidemic, pandemic, or failure or degradation of the Internet. Company is not responsible for liable for any delay or failure of performance caused in whole or in part by Customer’s delay in performing, or failure to perform any of its obligations under these Terms.
12.2 Publicity. Company may use Customer’s name as a reference for marketing or promotional purposes on Company’s website and in other communication with existing or potential Company customers, subject to any written trademark policies Customer may provide Company in writing, with reasonable advanced notice.
12.3 Export Controls. Customer agrees to comply with all applicable export control laws and regulations related to its use of Company IP.
12.4 Notices. Any notices required or permitted under these Terms must be submitted to (i) the mailing address or email address on file with Company, in the case of Customer or in the case of Company. Each notice will be deemed delivered on the date the sender can reliably confirm the notice was sent.
12.5 Arbitration. The parties will resolve all disputes arising under or in connection with these Terms through confidential binding arbitration. A party intending to seek arbitration must first send a written notice of the dispute to the other party. The parties will use good faith efforts to resolve the dispute directly, but if the parties do not reach an agreement to do so within 30 days after the notice is received, either party may commence an arbitration proceeding. The arbitration will be conducted in accordance with the applicable rules of the American Arbitration Association (“AAA”). The arbitration will be conducted in English in Spokane County, Washington, USA by one arbitrator selected in accordance with the applicable rules of the AAA for. The arbitrator’s decision will be final and binding on both parties, and the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The costs and expenses of the arbitration will be shared equally by both parties; however, if the arbitrator finds that either the substance of the claim or the relief sought in arbitration is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. This Section 12.5 will not prohibit either party from: (a) seeking injunctive relief in a court of competent jurisdiction; (b) pursuing an enforcement action through the applicable federal, state, or local agency if that action is available, or (c) filing suit in a court of law to address an intellectual property infringement or misappropriation claim. If this Section 12.5 is found to be unenforceable, the parties agree that the exclusive jurisdiction and venue described in Section 12.7 will govern any action arising out of or related to these Terms.
12.6 Modifications to Service. Company may add, modify or discontinue any feature, functionality or any other tool, within the Services, at its own discretion and without further notice. However, if Company makes any material adverse change in the core functionality of the Services, then Company will provide notice as appropriate under the circumstances, e.g., by displaying a prominent notice within the Services or by sending Customer an email. Customer’s sole remedy for any changes to the Services is to terminate its subscription in accordance with the terms of Section 6 above.
12.7 Miscellaneous. Customer may not assign these Terms without Company’s prior express written consent. Company may assign these Terms freely in its sole discretion. Subject to the foregoing, these Terms will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. These Terms are governed by and construed under the laws of the State of Washington. If a lawsuit or court proceeding is permitted under this Agreement, the parties will be subject to the exclusive jurisdiction of the state and federal courts located in Spokane County, Washington. These Terms constitute the entire agreement between the parties concerning the subject matter hereof, and supersede all prior agreements and understandings with respect to said subject matter, whether oral or written, express or implied. Except as set forth in these Terms, these Terms may only be amended in a writing signed by the parties. Any ambiguity in these Terms will be interpreted without regard to which party drafted the Terms or any part thereof. The relationship between the parties will be that of independent contractors. Any waiver of a right arising under these Terms must be made in writing and signed by the party making the waiver. Waiver of any term of these Terms will not constitute a waiver as to any subsequent breach or failure of the same term or a waiver of any other term of these Terms. Customer agrees that any violation or threatened violation of these Terms would cause irreparable injury to Company for which monetary damages would not be an inadequate remedy, entitling Company to seek injunctive relief in addition to all legal remedies, without the posting of any bond (or any other security) or proof of actual damages. If any provision of these Terms is held by a court of competent jurisdiction to be unenforceable, then the remaining provisions of these Terms will remain in effect.